Amplify Sell By Text
Effective Date: July 30, 2018
© 2016 – 2018 iQX Corp. All Rights Reserved.
These Terms are a legal and binding agreement between iQX Corp. (“iQX” “our” and “we”) and you (also referred to as “your”) that governs the iQX Amplify Sell By Text for Eventbrite services (Eventbrite also referred to as the “Ticketing Platform”), either through the Ticketing Platform integration of Amplify Sell By Text (the “Application”) or made available through other services provided by iQX to you (collectively, “Amplify Sell By Text” or the “Services”).
Amplify Sell By Text is a text enabled payments system that enables you to market, sell and process payments for consumers who purchase your Ticketing Platform tickets directly through their mobile native text applications. Amplify Sell by Text is not owned, developed or controlled by the Ticketing Platform.
2. Eligibility. You must be a resident of the United States or Canada and 18 years of age or older to use the Services. By registering for an Account, you certify that you are 18 years of age or older and a United States or Canada resident.If you are registering on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms.
3. Updates. When iQX provides updates, supplements, or add-on components to the Services (collectively, “Updates”), these Terms will apply to the Updates unless iQX provides additional terms along with the Update (“Additional Terms”), in which case those Additional Terms will apply to the Update.
5. License to Use of the Services. Conditioned on your compliance with these Terms, iQX grants you a limited, personal, revocable, non-exclusive and nontransferable license to access and use the Services. iQX reserves the right to discontinue your access to the Services.
6. License Restrictions.The license granted in Section 5is conditioned on your compliance with the following:
(a) You acknowledge that Amplify and Amplify Sell by Text names, logos, trademarks, patents, copyrights, software, platforms, APIs, documents, manuals, specifications, methods, functionalities, tools, procedures, algorithms, data, technical data, materials, tools, contents, trade secrets, technology, products, services and all related creations (the “Amplify Creations”) are the exclusive property of iQX.
(b) You must not reverse engineer, decompile, decipher, disassemble or otherwise attempt to access source code of the Services, except and only to the extent that applicable law expressly permits, despite this limitation;
(c) You must not download, copy, resell, distribute, exploit, develop or create other developments based on the Services or any Amplify Creations, neither in whole or in part, without the express and written permission from iQX;
(d) You must not rent, lease, lend, sell, sublicense, assign, distribute, publish, perform, display, broadcast, transfer, exploit, or otherwise make available the Services or any features or functionality of the Services or any Amplify Creations to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time;
(e) You must not modify or make any derivative works of the Services, in whole or in part;
(f) You must not remove any proprietary notices or labels on the Services or the Amplify Creations or any copy thereof;
(g) You must not use the Services in, or in association with, the operation of any hazardous environments or systems, including any aircraft navigation or communication systems, air traffic control systems or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and military or aerospace applications, weapons systems or environments;
(h) You must not attempt to interfere, with the proper functioning of the Services or use it, as a platform for external applications; to develop applications, services, websites; or any other functionalities that leverage the Services or any portion thereof;
(i) You must not make any use of the Services in any manner not permitted by these Terms or documentation provided by iQX related to the Services; and
(j) You must use the Services in compliance with all applicable laws.
7. Fees and Payment Terms
(a) Subject to your compliance with these Terms, Amplify Sell By Text is free for you to use through your Ticketing Platform account. For paid tickets, we will charge your customers a fee of 3%, with a minimum of $0.99 and a maximum of $2.50, for each ticket sold through iQX Amplify (“Service Fees”). For free tickets, we do not charge the Service Fee;
(b) All fees, prices, discounts, and promotions are subject to change without notice. The price charged for a fee, product or service will be the price in effect at the time the order is placed. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes (if applicable). We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrence;
(c) We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
8. Amplify Sell By Text Services
(a) Amplify Sell By Text integrates through an on-platform extension available within your profile in your Ticketing Platform Account. In line with Section 1, by connecting your Account to your Ticketing Platform Account, you hereby give iQX and its affiliates and service providers all rights and permissions necessary to access your Ticketing Platform Account and the information and content contained therein, including data, event information, pricing information, customer names and contact information solely for the purposes of providing the Services to you;
(b) You are solely responsible for all content that is uploaded, posted, emailed, transmitted, shared, or otherwise disseminated using, or in connection with, the Services and your Account (“Your Content”). iQX does not claim ownership of Your Content. You grant to iQX and its affiliates and service providers a worldwide, royalty-free, transferrable, sublicensable, non-exclusive, perpetual, irrevocable license under all of your intellectual property rights to make, use, copy, modify, adapt, create derivative works of, publicly perform or display, import, broadcast, transmit, distribute, license, publish, and translate Your Content (and derivative works thereof) in connection with the operation and marketing of the Services. iQX is under no obligation to enable the transmission of Your Content through the Services and may, in its discretion, edit, block, refuse to post, or remove Your Content at any time. You represent and warrant that you have the rights necessary to grant the rights in this Section and that Your Content does not infringe the rights of iQX or any third party or violate any agreement with or policy of iQX or any applicable law. If iQX suspects violations of the foregoing, iQX may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings against violators;
(c) You may use the Services to create and send marketing campaigns and facilitate sales directly through Multimedia Messaging Service (MMS) and Short Message Service (SMS) text messages to individuals that have subscribed to our Services through notifications transmitted thought your Account (“Our Subscribers”). Your use of the Services may be governed by various local, state, or federal law and regulation, including CAN SPAM Act of 2003, the Telephone Consumer Protection Act, the Cellular Telephone Industries Association requirements, and the Do-Not-Call Implementation Act (or any similar or analogous anti-spam, data protection, or privacy legislation in any other jurisdiction and under any other applicable laws). iQX may in its sole discretion limit your use of the Services or implement features to assist with legal compliance, but you are solely responsible for your use of the Services and compliance with all applicable rules, regulations, and laws. By using Amplify Sell By Text, you further understand that neither iQX or the Ticketing Platform are responsible for, and make no representations about, your compliance with any State of Federal consumer protection surrounding the use of text messaging or automated telephone dialing systems;
(d) By installing our Application and using our Services, you are expressly permitting us to send MMS and/or SMS marketing messages to Our Subscribers from time to time to enrich the user experience of Our Subscribers. You acknowledge and accept that SMS/MMS marketing messages we send to Our Subscribers may include Your Content, may include content from other Ticketing Platform Account holders, and may also include marketing and/or advertising content that is not directly related to Your Content, and;
(e) You may market and sell tickets from Your Ticketing Platform Account directly to Our Subscribers through the Services. When you do so, Our Subscribers encounter with the Services will direct them to a Services purchase path that is integrated to a Services shopping cart to check out and complete their ticket purchase. Ticket purchase payments for sales through the Services will be processed by the Ticketing Platform’s Payment Processing Service while acting as your limited agent solely for the purpose of using its third-party payment providers to collect payments made by your attendees on the Ticketing Platform services with respect to an event and passing such payments through to you in the manner agreed upon between you and the Ticketing Platform. You are solely responsible for fulfilling all sales associated with your Account and your Ticketing Platform Account and handling all requests from your customers (including returns, refunds, etc.) that are made through Amplify Sell By Text;
(g) Fees for the provision of the Services will be processed through iQX Amplify’s payment processing service. iQX will not refund the Service Fee it has processed for any Ticketing Platform paid ticket refund you initiate in relation to any tickets sold through Amplify Sell By Text;
9. Reservation of Rights. You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest or other rights to the Services other than the right to use the Services in accordance with Sections 5and 6. iQX reserves and retains its entire right, title and interest in and to the Services, including all copyrights, trademarks and other intellectual property and proprietary rights therein or relating thereto.
10. Services Availability and Support. iQX has no obligation, and may not provide support in relation, to the Services or your Account. iQX does not guarantee availability of the Services or your Account and your access is permitted only if and when they are available. Your use of the Services and access to your Account may occasionally be restricted for service, upgrades, maintenance, or other reasons. It may also be restricted for service, upgrades, maintenance, or other reasons by third parties, such as mobile carriers. To the maximum extent authorized under applicable law, iQX reserves the right to suspend your Account, your use of the Services, and discontinue your access to Your Content provided or made available to you through the Services at any time without notice.
11. Termination. You may terminate your Account or your use of the Services at any time. iQX reserves the right to terminate your Account and these Terms and to suspend or terminate the Services or your access thereto at any time with or without prior notice. Sections 6, 7, 9, 11-18 and 21-22 of these Terms will survive any termination.
12. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,iQX DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, INCLUDING ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND CONDITIONS. IN PARTICULAR, iQX HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND DOES NOT MAKE ANY WARRANTY OR CLAIM THAT THE SERVICES WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, OR SECURE BASIS; WILL BE ACCURATE, COMPLETE, RELIABLE, OR FUNCTION PROPERLY; MEET YOUR REQUIREMENTS; BE ERROR FREE OR FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL OR MALICIOUS COMPONENTS.
13. EXCLUSIOIN OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IQX WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING ANY DAMAGES TO OR FOR LOSS OF DATA OR PRIVACY, REVENUE, PROFITS, OR PROPERTY (INCLUDING BUILDINGS, WIRING, FIXTURES, DEVICES, COMPUTERS, PERIPHERALS, AND ANIMALS) OR FOR INJURY OR DEATH, ARISING FROM OR RELATING TO THESE TERMS, YOUR ACCOUNT, OR THE SERVICES.
14. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTION 13, iQX’S MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THESE TERMS, YOUR ACCOUNT, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) $10.00; OR, (II) THE AGGREGATE AMOUNT PAID OR OWING FOR THE SERVICES DURING THE 6 MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION GIVING RISE TO LIABLITY AROSE.
15. IMPORTANT CONSUMER NOTICE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DAMAGE LIMITATIONS SUCH AS THE LIMITATION OF LOSS OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN SECTIONS 12, 13, OR 14WILL BE INTERPRETED AS EXCLUDING LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW. IF YOU LIVE IN OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS, ANY DAMAGES LIMITATIONS WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF ANY LIMITATION IS NOT PERMITTED, THE EXCLUSIONS IN SECTION 12, 13, OR 14 MAY NOT APPLY TO YOU.
16. Independent Remedies. The disclaimer and limitation of warranties and the exclusion of damages under Sections 12 and 13 are independent of your exclusive remedies in these Terms and the disclaimer and limitations of warranties and exclusion of damages survive even if the exclusive remedies fails of their essential purpose or otherwise are deemed unenforceable. Each of the limitations in Sections 12and 13apply without regard to whether loss, liability, or damage arise from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
17. Indemnity. You agree to defend, indemnify, and hold iQX, its directors, officers, employees, agents, partners, suppliers, and licensors harmless and will keep them indemnified from any claim or demand, including reasonable attorneys’ fees, relating to, arising from, or allegedly arising from (a) Your Content, your use of the Services, and activities occurring under your Account; (b) your violation of these Terms; or (c) your violation of any other party’s rights or applicable law. iQX reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with iQX.
18. Notices. iQX may give you all required notices (including legal process) by any lawful method, including by posting notices on the Services or by sending it to any email address that you provide to iQX. You agree to send iQX notices by mailing them to the following address:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and specific information sufficient to permit us to locate the material;
(d) Information sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
20. Modifications to these Terms. iQX reserves the right to change these Terms and any complementary terms at any time without notice to you. You agree to periodically review these Terms for changes and you can review the most current Terms at any time at http://help.iqxamplify.com/general/terms-of-use. Your continued use of the Services after the effective date indicates your acceptance of the updated Terms, even if you have not reviewed them. If, at any time, you do not agree to the Terms, you must cancel your Account and stop using the Services.
21. Governing Law. These Terms are governed by the laws of the State of California, without reference to its conflict of laws provisions, and any dispute arising out of or relating to these Terms or your use of the Services will be subject to the exclusive jurisdiction of the federal and state courts in the Los Angeles County, California, other than for actions to enforce any order or judgment entered by such courts. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
22. General. If any provision of these Terms is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions of these Terms will remain in full force and effect. You and iQX intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. Accordingly, you and iQX agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. Section titles are only for convenience and have no legal or contractual significance. Any list of examples following "including" or "e.g.," is illustrative and not exhaustive, unless qualified by terms like "only" or "solely. iQX may assign these Terms, in whole or in part, at any time, with or without notice to you. You may not assign, transfer, or sublicense your rights, if any, in your Account, to the Services, or under these Terms and any purported assignment, transfer or sublicense shall be null and void. If, at any time, iQX fails to respond to a breach of these Terms by you or others, that failure will not waive iQX’s right to act with respect to subsequent or similar breaches. A waiver will only be binding on iQX if it is in writing and signed by iQX. These Terms (including Additional Terms and any incorporated terms or policies) constitute the entire agreement between you and iQX with respect to your Account and the Services. Both you and iQX warrant to each other that, in entering these Terms, neither iQX nor you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and iQX, or iQX’s successors and permitted assigns, will have any right to enforce any of these Terms.